MSI Financial Planning Disclosure Statement and Services Agreement by lht19038

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									MSI Fee-Based Financial Planning Disclosure Statement
& Services and Fee Agreement



                                               Purpose of this Document

You, (the ”client” or “you”) are engaging MetLife Securities, Inc. (“MSI”), a registered investment adviser (“RIA”), to provide
fee-based financial planning services to you as described in the MSI Fee-Based Financial Planning Disclosure Statement (the
“Disclosure Statement”) and MSI Fee-Based Financial Planning Services and Fee Agreement (the “Agreement”) (collectively
“this Document”). The Disclosure Statement provides general information about MSI and its services and the terms and
conditions that apply to the financial planning services offered by MSI. The Disclosure Statement has been prepared to meet
the requirements of the Securities and Exchange Commission and is provided to you in lieu of Part II of MSI’s Form ADV
(SEC Registration # 801-22306). The Agreement is your and MSI’s legally binding contract regarding the provision of
services described in the Disclosure Statement and also lays out the rights, duties, and obligations of you and MSI under the
Agreement.
In addition to the Financial Planning services described herein, MSI also offers clients other advisory services, including free
financial planning services that address a limited number of financial issues, financial consulting and planning services limited
to a written analysis of a specific, clearly defined financial need or goal*, as well the ability to participate in various
investment advisory programs in which clients are offered investment advice, portfolio monitoring, and certain other advisory
services, as well as brokerage and certain custodial services for a single “wrap fee. Clients wanting more information about
the other advisory programs and services available through MSI, as well as assistance in determining if a program or service
may serve their needs and objectives, should ask their Investment Adviser Representative (“IAR”). Information regarding
these programs and services is available upon request. *Available through a limited number of MSI Financial Planners.

                         MSI Fee-Based Financial Planning Disclosure Statement

I. Financial Planning Services in General
Financial planning is appropriate for clients who wish to establish a direction for their financial lives, coordinate the actions
taken across a broad spectrum of financial areas, and then periodically make adjustments to help reach their goals and
objectives. A financial plan is generally designed to provide a personalized presentation of a client’s current financial
situation and alternatives, as well as recommendations based on the outcome of the financial plan.

II. Financial Planning Services Available Through MSI

    A. In General

        1. Nature of Advisory Services (Financial Planning)
        MSI, through its financial planners (“MSI planners” or “planners”), offers a variety of financial planning services,
        which are geared toward clients with various financial situations. The services provided by MSI may be appropriate
        for single or married persons, or non-traditional couples who share goals, expenses and income, business owners, or
        business entities. MSI planners are trained to assist in the development of a financial plan that is appropriate for
        each client’s needs. MSI offers only periodic, generic financial planning advice. The advice is “periodic” in that it is
        based on a client’s financial situation at a given point in time, as represented by the client through the information
        the client provides to the MSI planner both orally and in writing.
        The investment advice provided by MSI planners in a financial plan is "generic" in that it covers only broad
        categories of securities, insurance, annuities, banking, trust services, and other financial investments, products, and
        services. MSI planners will not make specific product recommendations or provide analyses of particular securities,
        annuities, or insurance policies as part of its financial planning services. MSI planners will only make
        recommendations as to categories of investments or insurance products and may identify product subcategories that
        are appropriate for the client (e.g., a growth-oriented mutual fund).

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                                                          Client Copy
                                     MetLife Securities, Inc., 200 Park Avenue, New York, NY 10166
                                                                                                     L03085479[exp0310][All States]
MSI Fee-Based Financial Planning Disclosure Statement
& Services and Fee Agreement


       In developing financial plans, MSI planners will only utilize software packages and web-based programs that have
       been reviewed and approved by MSI (“Approved Software”). The output from such Approved Software will contain
       quantitative analyses which may include automated asset allocation, Monte Carlo simulations, and other related
       financial calculations. Such analyses will be accompanied by recommendations as described more fully in Section
       II.B. Different versions of these same software packages and web-based programs may also be utilized by MSI
       registered representatives (“RRs”) on behalf of clients where MSI is not providing investment advice in connection
       with its financial planning service, but is providing advice solely incidental to the conduct of its business as a broker-
       dealer and for which it receives no special compensation. Informational reports and forecasting utilizing certain
       other financial software may be provided to clients without a fee by an MSI RR, an MSI planner or other persons
       associated with MSI. You acknowledge that any documents created or furnished by MSI or its associated persons
       under the foregoing circumstances are not considered financial plans, advisory reports or analyses as these terms
       are used or construed in the Investment Adviser’s Act of 1940, as amended.

       2. Frequency and Updating of Financial Plans
       You will receive a written financial plan in fulfillment of MSI’s obligations under the Agreement, unless you or MSI
       cancel the plan you have contracted to receive under the Agreement prior to delivery of such plan. You and your
       MSI planner may agree that your situation is appropriate for a plan to be created on an annual basis, but keep in
       mind that any subsequent plan will be considered to be a new plan and will require a separate agreement.
       You may contract to update a previously created MSI financial plan (an “update plan”). An update plan may be
       delivered via any of the financial plans as described in Section II.B of the Disclosure Statement. Generally, “update
       plans” are executed in order to illustrate changes in the client’s financial situation, changes in the client’s financial
       objectives, or to compare progress made in reaching a client's financial goals. Depending on the client’s situation, a
       major portion of the update plan may be devoted to monitoring client progress toward his/her stated goals.
       Changes in the client's personal circumstances or goals, as well as changes in the legal, tax or investment
       environment, are factored into an analysis of any new financial information. Also, if needed, MSI planners will
       recommend changes in strategies to assist the client in meeting his/her stated financial goals and objectives. To
       allow MSI to update a previously created MSI financial plan appropriately, you must provide all relevant financial
       information to the MSI planner. MSI and MSI planners are not responsible for changes in the client's financial
       situation that are not reported by the client to the MSI planner.

       3. Process
       The financial planning process typically begins with data gathering. During the data gathering session(s), the MSI
       planner assembles information regarding the client’s assets, liabilities, income, expenses, future plans, risk tolerance
       and any other relevant information. A preliminary version (“draft plan”) of the plan may be provided to you, based
       on the information you and/or your authorized agents supplied to the MSI planner. When provided, the draft plan
       affords you the opportunity to make any corrections or changes to the plan, including any underlying assumptions
       and data and to discuss possible strategies for attaining objectives. After any necessary corrections or changes, the
       final plan is developed and delivered to the client.
       MSI planners conclude their role as financial planners for the client as soon as the financial plan is delivered to the
       client. It is important for clients to review their financial plans at least annually and more frequently in response to
       any material changes unique to their situation. Such changes may significantly affect the recommendations in their
       financial plan.

       4. Limitations
       Neither MSI, nor any of its planners, agents, financial service representatives or employees, are authorized or
       permitted to provide legal, tax or accounting advice in connection with any services they provide, including financial
       planning services. You should consult with your own personal attorneys, accountants, or tax advisors for this advice
       independently or in conjunction with implementing the plan.
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                                                        Client Copy
                                   MetLife Securities, Inc., 200 Park Avenue, New York, NY 10166
                                                                                                    L03085479[exp0310][All States]
MSI Fee-Based Financial Planning Disclosure Statement
& Services and Fee Agreement


       Since your financial plan is written based on data provided by you under the Agreement, the accuracy of any
       information provided by you is critical to the accuracy, appropriateness, and recommendations provided in the
       financial plan. MSI planners rely on the completeness and accuracy of this information and will not verify it
       independently. Neither MSI nor your MSI planner has a duty to update a financial plan or make additional
       recommendations once the financial plan has been delivered to you. MSI planners expressly disclaim any obligation
       to suggest future revisions to the plan, monitor implementation of the plan or monitor the financial circumstances of
       the client.

   B. Specific Service Offerings
   MSI planners, through MSI’s financial planning platform, offer a variety of fee-based financial planning services described
   below. Issues that may be covered during the financial planning process include financial position, risk management,
   wealth accumulation, asset allocation, tax planning, business planning, retirement planning, education planning,
   investment planning, special needs planning, estate planning, among others. Based on the information provided by you
   or your authorized agent(s), you and your MSI planner will determine which type of fee-based financial plan best suits
   your individual circumstances and needs. Some MSI financial plans may be limited in availability.

       1. ProAdvice Asset AllocationTM Financial Plan
       The ProAdvice Asset AllocationTM plan is for clients who choose to limit the scope of their plan to investment portfolio
       analysis and allocation. This plan is based on a client’s long-term objectives and is generally designed for those with
       an investment horizon of five years or more. Based on information the client provides concerning risk tolerance,
       time frame for financial goals, portfolio holdings, and investment categories the client wishes to avoid or limit, the
       plan provides a proposed asset allocation and projections. Actual investment experience will deviate from any
       forecasted projections included in the plan.

       2. ProAdvice Signature® Financial Plan
       The ProAdvice Signature® plan provides a summary of the client’s current financial status in relation to the
       achievement of financial goals and objectives. The plan includes an overview of the client’s financial profile, a
       financial analysis, and automated recommendations based on an assessment of the client’s current situation and
       client goals.

       3. ProAdvice Select® Financial Plan
       The ProAdvice Select® plan provides the same type of analysis as the ProAdvice Signature® plan, but in a different
       format. The plan includes personalized recommendations based on the assessment of the client’s current situation,
       client goals, and an analysis of those circumstances.

       4. ProAdvice Select®/Situational Financial Plan
       Clients may choose to limit the scope of a ProAdvice Select® plan to one or two types of planning issues which may
       include Investment Planning, Retirement Planning, Retirement Distribution Planning, Estate Planning or other Goal
       Planning, as described below. A ProAdvice Select®/Situational plan provides a presentation of the current financial
       situation in relation to the areas selected, the client’s situation and goals.

       5. ProAdvice Master® Financial Plan
       The ProAdvice Master® plan is a cash-flow based financial plan which is designed to provide a detailed and
       personalized presentation of the client’s current financial situation and alternatives, as well as customized
       recommendations based on the outcome of the plan and the client’s stated goals and objectives.

       6. ProAdvice Master®/Situational Financial Plan
       Clients may choose to limit the scope of a ProAdvice Master® plan to one or two types of planning issues including
       Retirement Planning, Investment Planning, Estate Planning, Business Continuity Planning, Employee Benefits
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                                                        Client Copy
                                   MetLife Securities, Inc., 200 Park Avenue, New York, NY 10166
                                                                                                   L03085479[exp0310][All States]
MSI Fee-Based Financial Planning Disclosure Statement
& Services and Fee Agreement


       Planning, and/or Other Goal Planning. A ProAdvice Master®/Situational plan provides a detailed and personalized
       presentation of the client’s current financial situation in relation to the areas selected. This plan includes customized
       recommendations based on the outcome of the plan and the client’s stated goals and objectives.

       7. Wealth Management Solutions Financial Plan
       (Available in limited locations only). The Wealth Management Solutions plan may be a ProAdvice Master® or
       ProAdvice Master®/Situational plan (see descriptions above). In conjunction with the Wealth Management Solutions
       plan, MSI offers a complimentary web-based service that allows clients to access investment-related information and
       reports regarding their financial holdings through a “Client Website.” The Client Website complements the Wealth
       Management Solutions financial planning service and both are provided through a third party web-based platform
       vendor, eMoney Advisor (“eMoney” or “eMoney Advisor”). The Client Website is only available to clients who
       contract for a Wealth Management Solutions financial plan. The use of the Client Website is subject to the client’s
       acceptance of the Terms of Use that is posted on the Client Website (“Terms of Use”). Each use of your client
       name and password to log on to the Client Website is evidence of your acceptance of the Terms of Use available on
       the Client Website. A copy of the Terms of Use is provided for your convenience in Section V of this Agreement.
       However, only the Terms of Use that is posted on the Client Website is legally binding on you and MSI. The client
       has the option to decline the use of the Client Website available through the Client Website at any time.
       8. Situational Planning Topics
       Retirement planning projects the estimated retirement needs and expenses at a specified retirement date. The
       analysis may be focused on accumulation as well as distribution of retirement assets. The analysis also takes into
       account the current assets designated toward retirement, estimated social security benefits and other funding
       sources, such as employer pension plans. Illustrations provide the client with various alternatives available, based
       upon factors such as different retirement dates, additional or alternative savings and investment strategies, and risk
       tolerance.
       Retirement Distribution Planning focuses solely on the distribution of retirement assets and not on
       accumulation. The analysis projects the estimated distribution of retirement income for a specific period of time for
       clients who are at or near retirement. The analysis takes into account the client’s current assets designated toward
       retirement, estimated social security benefits, and other funding sources such as employer pension plans.
       Illustrations provide the client with various alternatives available, based upon factors such as different retirement
       dates, additional or alternative savings and investment strategies, and risk tolerance. The Retirement Distribution
       Plan is available only as a stand-alone Select situational plan, and may not be combined with other situational
       modules.
       Investment planning includes an examination of the client’s current financial situation, which may include: net
       worth, income and expenditures, investment risk tolerance, and risk management analysis. An asset allocation is
       provided, and other illustrations may provide the client with alternative strategies available based on the client’s time
       horizon and risk tolerance.
       Estate planning involves an analysis of a client’s goals and objectives for the distribution of his or her property.
       This analysis includes an examination of the client’s current gross estate and the distribution of property based upon
       the client’s current estate plan. Projected estate taxes and related settlement costs based upon various assumptions
       are considered. The analysis explores alternatives for minimizing settlement costs such as titling assets, using trusts,
       gifting strategies and charitable planning. Also included in this planning module is an examination of possible
       funding sources for providing liquidity.
       Business Continuity Planning incorporates an analysis of the available methods of transferring ownership and
       operational control of a closely held business to co-owners and/or heirs based upon various assumptions. This
       analysis includes an examination of the client’s current business situation. Additionally, this analysis explores
       alternatives to satisfy the client’s objectives while minimizing transition costs (e.g., using trusts, gifting strategies,
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                                                        Client Copy
                                   MetLife Securities, Inc., 200 Park Avenue, New York, NY 10166
                                                                                                    L03085479[exp0310][All States]
MSI Fee-Based Financial Planning Disclosure Statement
& Services and Fee Agreement


       buy-sell agreements) and examines funding sources such as life insurance and other financial vehicles to facilitate
       the transfer of the business and provide liquidity to meet related estate planning objectives.
       Employee Benefits Planning may include an analysis of both nonqualified and qualified (i.e., tax sheltered)
       retirement benefit plans and other employee benefits (e.g., group insurance policies, bonus plans, split dollar
       arrangements and similar benefits) for businesses. Nonqualified employee benefits plans include a review of
       available methods for providing nonqualified retirement, death and/or disability benefits to key employees, based
       upon various assumptions. This analysis explores alternatives to attract, reward and retain employees for both profit
       and non-profit entities, consistent with the client’s objectives. Additionally, qualified employee benefits plans provide
       an analysis of the available tax sheltered pension and profit sharing plans and/or other tax sheltered retirement
       arrangements available under current tax law. This analysis examines available options based upon factors such as
       corporate demographics (e.g., number, ages and compensation levels of employees) and the client’s objectives.
       Finally, both nonqualified and qualified employee benefits plans examine funding sources such as life insurance and
       investment products, for the purpose of providing benefits to employees. This plan does not provide a specific
       analysis of, or, advice on, the underlying investments held within qualified plans.
       Other Goal Planning includes a review of the capital required to meet a specified goal (e.g. education, major
       purchase) and analyzes current assets designated for the specified goal. Alternate strategies may be illustrated,
       based on the client’s time horizon, funding options and risk tolerance.

   C. Fees and Charges
   Financial plan fees depend upon a variety of factors, including the complexity of a client’s individual financial
   circumstances and stated objectives, estimated time to complete the plan, regional fee differences and the fee range
   established by the individual MSI planners for their clients (based in part on the Planner’s experience). Fees charged by
   an MSI planner for the services described in this Agreement may vary by client within the fee ranges set forth below and
   could result in your MSI planner charging other clients a lower fee for comparable services. In addition, your MSI
   planner may offer other financial planning services for no fee. Please Note: Clients should also be aware other MSI
   planners may provide comparable fee-based services for a lower fee than those available from your MSI planner. In
   addition, other investment advisers may provide comparable services at no cost or for a lower fee than those available
   through MSI.
   Clients who contract for any ProAdvice Plans under this Agreement may either pay a flat fee or be charged hourly for
   their financial planning services subject to mutual agreement between the planner and the client, within the fee ranges
   specified below. Clients who contract for a Wealth Management Solutions Financial Plan may pay only a flat fee that is
   within the range specified below. If paying a flat fee, generally a minimum of 50% of the agreed upon fee is due at the
   time the Agreement is signed. Any remaining balance is due upon delivery of the completed financial plan.
   If the planner uses the hourly billing method, the hourly rate to be used and estimated hours are specified on the
   signature page of the Agreement. Planners may establish their hourly billing rate at a specified hourly fee between $100
   and $400 per hour, billable in increments of 15 minutes. The number of hours billed, which must be documented on the
   “Billing Worksheet,” must be at or above the minimum number of hours required to be billed for that service (See below
   for the minimum number of hours that must be billed for each service). The planner may elect to collect a portion of the
   hourly fees up front. If a deposit is collected, it must not be less than $100. If no deposit is collected, the entire amount
   billed as evidenced on the Billing Worksheet, must be collected upon delivery of the completed financial plan.
   If a client is a member of a group of ten (10) or more persons whose group has signed a Financial Planning Confirmation
   of Services or Corporate Client agreement with MSI, the financial plan fee may be reduced, a deposit is optional and the
   balance of the fee may be paid after the delivery of the financial plan.




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                                                        Client Copy
                                   MetLife Securities, Inc., 200 Park Avenue, New York, NY 10166
                                                                                                    L03085479[exp0310][All States]
MSI Fee-Based Financial Planning Disclosure Statement
& Services and Fee Agreement


       1. ProAdvice Asset AllocationTM Financial Plan
       The flat fee range for this service is $200 to $1,000. If hourly fees are assessed, the minimum number of hours that
       must be billed to the client is two (2), with the total fee due not to exceed $1,000.

       2. ProAdvice Signature® Financial Plan
       The flat fee range for this service is $300 to $3,500. If hourly fees are assessed, the minimum number of hours that
       must be billed to the client is three (3), with the total fee due not to exceed $3,500.

       3. ProAdvice Select® Financial Plan
       The flat fee range for this service is $400 to $5,000. If hourly fees are assessed, the minimum number of hours that
       must be billed to the client is four (4) hours, with the total fee due not to exceed $5,000.

       4. ProAdvice Select®/Situational Financial Plan
       The flat fee range for this service is $200 to $2,000. If hourly fees are assessed, the minimum number of hours that
       must be billed to the client is two (2), with the total fee due not to exceed $2,000.

       5. ProAdvice Master® Financial Plan
       The flat fee range for this service is $1,000 to $20,000, although in unique circumstances and with pre-approval,
       fees may range to $50,000. If hourly fees are assessed, the minimum number of hours that must be billed to the
       client is ten (10), with the total fee due not to exceed $20,000, although in unique circumstances and with pre-
       approval by MSI, fees may range to $50,000.

       6. ProAdvice Master®/Situational Financial Plan
       The flat fee range for this service is $1,000 to $20,000, although in unique circumstances and with pre-approval,
       fees may range to $50,000. If hourly fees are assessed, the minimum number of hours that must be billed to the
       client is ten (10), with the total fee due not to exceed $20,000, although in unique circumstances and with pre-
       approval by MSI, fees may range to $50,000.

       7. Wealth Management Solutions Financial Plan
       The fee for a Wealth Management Solutions financial plan ranges from $1,000 to $20,000, although in unique
       circumstances and with pre-approval by MSI, fees may range to $50,000. The hourly fee option is not available for
       the Wealth Management Solutions financial plan.

   Update Plan Fees are based on the fee ranges set forth above since update plans are treated as new plans for the
   purpose of fee calculation. Planners provide clients with “update plans” through contracting to provide one of the
   financial plans described in Section II.B. (Please note: A new version of the Agreement will need to be executed for
   each subsequent plan.)
   Rerun Charges may be incurred in cases where a plan is still in progress, but must be rerun because you have
   provided significant new or updated data, or your circumstances change substantially before the final plan is delivered.
   The MSI planner will discuss this possibility with you prior to incorporating any changes and assessing the Rerun Charge.
   If the client chooses to not pay a Rerun Charge, the client should be aware that the new data or changes in
   circumstances will not be considered by the MSI planner when drafting the final plan and may impact the validity of the
   recommendations provided in the financial plan.
   Financial Education Seminar Fees may be charged, but only to the extent that the costs of holding such seminar are
   recouped. MSI planners may provide financial education seminars, which are designed to inform participants about
   various financial planning topics.
   There is no charge for an insurance review and analysis.
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                                                       Client Copy
                                  MetLife Securities, Inc., 200 Park Avenue, New York, NY 10166
                                                                                                  L03085479[exp0310][All States]
MSI Fee-Based Financial Planning Disclosure Statement
& Services and Fee Agreement


   Associated Finders’ Fees: An IAR of MSI, who is not otherwise a financial planner, may refer a prospective financial
   planning client to an approved MSI planner in return for a portion of the fee that you pay for your financial plan, to a
   maximum of 90% of the fee. In this capacity, the IAR is acting as an “associated finder.” If an associated finder is to be
   paid any compensation for a plan referral, this compensation must be disclosed to the client. The client will not be
   charged any additional fees or expenses as a result of the referral arrangement.

   D. Cancellation of a Plan
   You have the right to cancel the services for which you have contracted under the Agreement and receive a full refund of
   any fee paid by giving written notice to MSI or its representative anytime prior to the date on which you sign the
   Delivery Acknowledgement form and accept delivery of the financial plan. At MSI's discretion and at your request, you
   may receive a full refund of any fee paid after the date on which you sign the Delivery Acknowledgement form and
   accept delivery of the financial plan.
   MSI or the MSI planner may cancel the services contracted for under the Agreement for any reason at any time by
   providing written notice to the client. In such an instance, the client may be entitled to a full refund of any fees paid
   under the Agreement subject to the conditions described above. In addition, to the extent no deposit of a portion of the
   fee was required, MSI or the MSI planner may cancel the services contracted for under the Agreement if the plan is not
   delivered within 160 days from the date on the Agreement.
   To the extent a deposit has been provided by the client, MSI may refund any fees paid if the financial plan is not
   delivered within 160 days from the date such deposit was provided by the client. (Note: if the deposit was made via
   check, the relevant date is the date on the check and if the deposit was made by credit card, the relevant date is the
   date the client signed the fee agreement.)

   E. Implementation of a Plan
   You may choose to implement your financial plan through MSI or any other financial institution of your choice. If the
   client desires, a financial service associate (who may be your Financial Planner), who is an RR of either MSI or one of its
   affiliates, or who may be an insurance agent of Metropolitan Life Insurance Company and/or other affiliated or
   unaffiliated insurance companies, acting in a sales capacity, may recommend specific investment, risk, protection and
   other financial products through which the financial plan can be implemented. These recommendations may include
   products issued or distributed by MSI and its affiliates. The client is under no obligation to purchase any products or
   additional services from, or through, MSI or its affiliates. If the client desires to purchase such products or services from,
   or through, MSI, or any of its affiliates, this may result in the payment of additional compensation to the agent, RR, MSI
   and its affiliates, and may require the completion and execution of separate applications and agreements.


III. Entities and Personnel that Provide Financial Planning Services

   A. MetLife Affiliates and Associated Persons

       1. MetLife Securities, Inc.
       MetLife Securities, Inc. (MSI) is a Delaware corporation and is registered as an investment adviser with the U.S.
       Securities and Exchange Commission (SEC) and appropriate state securities authorities. Its principal place of
       business is 200 Park Ave., New York, NY 10166. MSI is a wholly owned subsidiary of Metropolitan Life Insurance
       Company (MetLife). MSI is also registered as a broker-dealer (“BD”) in various states. MSI in its capacity as a
       broker-dealer and an investment adviser is registered with and regulated by the SEC, other agencies of the United
       States of America, as well as applicable states. MSI is not registered as a broker-dealer or investment adviser
       outside of the US. Therefore, MSI and its investment adviser representatives and financial planners are not
       authorized to provide advisory services to persons located outside of the US.

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                                                         Client Copy
                                    MetLife Securities, Inc., 200 Park Avenue, New York, NY 10166
                                                                                                    L03085479[exp0310][All States]
MSI Fee-Based Financial Planning Disclosure Statement
& Services and Fee Agreement


       2. MetLife Securities Inc., Corporate Oversight
       Plan reviews and reviewers. MSI’s corporate home office reviews most ProAdvice Master®, ProAdvice Master®
       Situational, ProAdvice Select®, ProAdvice Select® Situational, ProAdvice Asset AllocationTM and Wealth Management
       Solutions financial plans prior to delivery to the client. MSI’s corporate home office also reviews a percentage of
       ProAdvice Signature® financial plans after delivery to the client. Reviewers are in a designated unit which is
       responsible for verifying plan accuracy and sound quality of advice based on the client data presented to them for
       review. Reviewers have been trained in preparing and reviewing plans. Most reviewers have at least 3 years of
       experience and at least one of the following designations or degrees (CFP®, ChFC, CLU, J.D., MBA, CPA, or CFA).
       Frequency of reviews. Most plans are reviewed as completed. A percentage of all plans, generally 10%, are
       reviewed post-delivery on a quarterly basis. A percentage of plans are also reviewed quarterly to verify that the fee
       charged was appropriate based on the type of plan, the client’s financial situation, and other relevant factors.
       Number of reviewers, titles and functions. There are 6-10 reviewers with the title of "Case Consultant" or
       "Senior Case Consultant". The primary difference is that Senior Case Consultants generally have more experience
       and have earned at least one of the designations or degrees listed above. Case Consultants prepare plans, review
       plans, and provide training on fee based financial planning software and quality of advice standards. All plans
       completed by MSI planners are emailed to a central home office mailbox, or mailed, at which time they are
       reviewed.
       Number of financial plans reviewed. Each Case Consultant reviews between 1-10 plans per week depending on
       the complexity and volume of plans

       3. MetLife Securities, Inc. Corporate Financial Planning Personnel
       Joyce Gordon is Vice President of MetLife Financial Solutions Group where she oversees all financial planning
       activities of the MetLife Enterprise. She also provides oversight and support of field associates working in the
       Affluent and Small Business Market and in the special needs market (“MetDESK”). Prior to joining MetLife in March
       2004, Ms. Gordon was employed by Guardian Life Ins. Co. from 1982 to 2003 as Vice President of Sales Support.
       She earned her Bachelor of Arts degree in Mathematics and Economics from Elmira College, Elmira, NY in 1969. She
       received her designation of Certified Pension Consultant in 1985. Ms. Gordon was born July 23, 1947.
       Stephen P. Houlihan is Vice President of Financial Planning for MetLife, responsible for the Financial Planning
       department. Prior to assuming his current role, Mr. Houlihan was responsible for the Case Design and Support Unit
       for Advanced Markets as well as the Case Consulting Unit of Financial Planning. Mr. Houlihan was also an Assistant
       General Counsel in the MetLife Law Department responsible for advanced case support, sales material review and
       compliance. Mr. Houlihan was born on June 30, 1954. He received his Bachelor of Business Administration degree
       in Management from the University of Notre Dame in 1976, his Juris Doctorate degree from Boston College Law
       School in 1980 and his Masters of Law in Taxation from Boston University Law School in 1994. He holds a Series 7,
       24 and 66.
       Margaret (Meg) Muldoon is an Assistant Vice President, Case Consulting Unit (CCU) and Advisory Services for
       MetLife where she is responsible for supervising the Case Consulting Unit (CCU) and Advisory Services. Ms. Muldoon
       earned her Bachelor of Science in Business Administration from Providence College located in Providence, Rhode
       Island in 1988, a law degree from New England School of Law located in Boston, Massachusetts in 1991 and a
       Masters of Law in Taxation from Boston University Law School located in Boston, Massachusetts in 1993. She holds
       a Series 65, Series 7, and a Series 24. In addition, Ms. Muldoon is an adjunct faculty member in the Tax Program at
       Suffolk University Law School. Ms. Muldoon was born on February 1, 1966.
       Walter Kasper is Director of Operations and Software Support for MSI where he is responsible for development of
       financial planning software solutions as well as Enterprise Financial Planning Operations, where he oversees the
       financial planning administrative function. Prior to his current role, Mr. Kasper was Senior Client Reporting
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       Consultant at MetLife Securities, Inc. for technology related client solutions from July 2003 to March 2005. He
       previously worked at Prudential Securities in Manhattan, NY from 1995 to July 2003, where he managed the
       marketing group for cash management services. He earned a Bachelor’s degree in Psychology at State University of
       New York in Stony Brook in 1994. Mr. Kasper was born on September 9, 1972.
       Marcia L. Supercinski, CFP® is Director of Advisory Services/Financial Planning where she is responsible for
       partnering with senior field leadership, local field management, law and compliance to build and maintain financial
       planning competency. Prior to her current role, Ms. Supercinski was a Senior Case Consultant/Manager of the Case
       Consulting Unit (CCU) for MetLife. Ms. Supercinski earned her Bachelor of Interior Design from Texas Tech
       University located in Lubbock, Texas in 1995, and a Bachelor of Science in Family Financial Planning from Texas
       Tech University, located in Lubbock, Texas in 1997. She holds a Series 65 and a Series 7. Ms. Supercinski was born
       on December 20, 1972.
       Howard K. Welsh, CFP® is Director of Case Consulting Unit/Financial Planning where he is responsible for
       managing the Case Consulting Unit (CCU) and for implementing the quality of advice standards for the enterprise
       financial planning program as well as the development and training of the CCU staff. Prior to his current role, Mr.
       Welsh was a Senior Case Consultant/Manager of the CCU for MetLife. Mr. Welsh earned his Bachelor of Arts from
       Ithica College located in Ithica, New York in 1986. He holds a Series 65 and a Series 7. Mr. Welsh was born on May
       9, 1964.

       4. MetLife Securities, Inc., Field Personnel
       MSI planners are both registered representatives (“RRs”) and investment adviser representatives (“IARs”) of MSI,
       and may also be appointed as insurance agents of Metropolitan Life Insurance Company and/or other affiliated or
       unaffiliated insurance companies. Certain MSI planners may have outside business activities, which could represent
       a conflict of interest. Any such conflict will be disclosed to the client by the MSI planner. All financial planning
       services are offered by the planner in his or her capacity as an IAR. Generally, MSI planners have attended training
       courses where they have learned how to provide professional financial planning services, including the use of
       software packages and web based programs to create financial plans. MSI planners may work with a client’s other
       professionals to help in the preparation of a financial plan, but only with the client’s authorization.
       When implementing a client’s financial plan in a sales capacity, MSI financial services representatives are acting as
       MSI RRs and any advice regarding specific investment products is solely incidental to the activities performed on
       behalf of the broker-dealer and does not constitute investment advice as defined under the Investment Advisor’s Act
       of 1940, as amended.
       If you contract to receive a Wealth Management Solutions Financial Plan and elect to use the Client Website, you
       may create an ongoing relationship with MSI, the nature of which will depend on the scope of the additional services
       that are provided. MSI and the MSI planner’s obligations to the client are complete with respect to the financial plan
       once the MSI planner has delivered and explained the financial plan to the client. Other reports may be available to
       the client through the Client Website or provided by the MSI planner, and the provision of such reports is at the sole
       discretion of the planner. Please note that such additional information should not be construed as updated financial
       planning advice nor an updated financial plan with respect to the delivered financial plan, and is not intended to
       create any obligation of MSI or the MSI planner to provide the client with ongoing investment advice, including
       advice regarding the delivered financial plan. See Frequency and Updating of Financial Plans in Section II.A.2 for
       additional information.
       The MSI planner may also act as an RR and may provide reports that are solely incidental to the RR’s conduct as a
       broker-dealer representative. Therefore, a financial service associate may act in different capacities throughout the
       relationship with the client, and should disclose the role in which the financial service associate is acting. At any point
       in time, the client should ask for clarification of the financial service associate’s role.
       Please see Section II.E, Implementation, of this Disclosure Statement for additional details.
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       MSI, IARs, agents, employees and RRs are prohibited from taking custody of a client’s money or assets, and are
       generally not permitted to have a general power of attorney over any client money or other assets. RRs and IARs of
       MSI cannot assume discretionary authority over the investments of any client without specific written consent from
       the client.

   B. Third Parties
   The content and services made available through the Client Website, as defined in Section V hereunder, when a Wealth
   Management Solutions Financial Plan is contracted, are provided for the client’s convenience through arrangements with
   unaffiliated third party vendors and their service providers, such as eMoney Advisor and CashEdge, Inc. (“CashEdge”)
   (collectively the “Providers”). eMoney Advisor is an unaffiliated third party web-enabled application provider, with whom
   MSI has contracted in order to enhance the financial planning services that MSI offers to clients with a Wealth
   Management Solutions Financial Plan. The Providers and MSI are not affiliated and are not partners or joint venturers,
   as those terms are legally understood. Furthermore, the Providers are not registered investment advisers and do not
   provide investment-related advice.


IV. MSI Business Practices

   A. Confidentiality
   MSI treats the information gathered during the financial planning process as strictly confidential and any such
   information will only be used in conformity with the terms and conditions set forth in the Privacy Notice. Information will
   be used only for business purposes related to the relationship the client has with MSI. The information obtained will not
   be disclosed to any unaffiliated third party unless such information is required by law or regulatory process, as
   authorized by the client in writing, or is otherwise disclosed in the Privacy Notice.

   B. Code of Ethics
   To help prevent conflicts of interest, MetLife Securities Inc. has adopted an Investment Adviser Code of Ethics (the
   "Code") pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended. As a general summary, the
   Code, among other things, requires persons with access to advisory client information to observe guidelines regarding
   fiduciary responsibilities, periodically report certain personal securities holdings and transactions, periodically certify that
   they understand their obligations under the Code and the firm's Investment Adviser Compliance Manual and observe
   restrictions in the giving and receipt of gifts. Some of these persons who are authorized to provide specific advisory
   services are required to move certain of their personal securities accounts and other accounts under their control or
   beneficial ownership to a brokerage account at MSI or its affiliates, and to observe blackout restrictions and other
   limitations with respect to those accounts. A copy of the Code will be made available to all clients and prospective clients
   upon request to their MSI planner or by writing to the following address: MetLife, One MetLife Plaza, Long Island City,
   New York 11101, Attn: Corporate Ethics and Compliance.

   C. Business Continuity Plan
   To help safeguard the interests of its clients and customers in the event of an emergency or significant business
   disruption (an "SBD"), MetLife, Inc. together with each of its subsidiaries and affiliates, including MSI (collectively
   "MetLife") has implemented a business continuity plan pursuant to NASD Rule 3510. As a general summary, MetLife's
   comprehensive business continuity strategy is designed to enable MetLife to meet its existing obligations to its clients
   and customers in the event of a SBD by safeguarding employees' lives and firm property, making a financial and
   operational assessment, quickly recovering and resuming operations, protecting all of MetLife's books and records, and
   allowing customers to transact business. In the event that MetLife determines that a specific affiliated company is unable
   to continue business, MetLife will assure customers prompt access to their funds. A MetLife customer or client may
   obtain a current written copy of a notice regarding MetLife's comprehensive business continuity policy by contacting a

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                                    MetLife Securities, Inc., 200 Park Avenue, New York, NY 10166
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& Services and Fee Agreement


   MetLife representative or writing to the following address: MetLife, One MetLife Plaza, Long Island City, New York 11101,
   Attn: Corporate Ethics and Compliance.

   D. Proxy Voting
   Unless otherwise explicitly assumed by MSI in a separate written agreement with the client, MSI and MSI planners shall
   have no obligation or authority to take any action or render any advice with respect to the voting of proxies solicited by
   or with respect to issuers of securities held by or for a client. The client expressly retains the authority and responsibility
   for the voting of any proxies. MSI and MSI planners are expressly precluded from taking any action or rendering any
   advice with respect to the voting of proxies solicited by or with respect to issuers of securities held by or for a client.
   The named fiduciary of a client subject to ERISA expressly retains the authority and responsibility for the voting of any
   such proxies.

   E. ERISA Plan and IRA Assets
   The client understands and acknowledges that financial services representatives of MSI, or MSI’s affiliates, are not and
   will not become fiduciaries as defined under the Employee Retirement Income Security Act of 1974, as amended
   ("ERISA"), and the Internal Revenue Code of 1986, as amended ("The Code"), and the financial services representatives
   of MSI or MSI’s affiliates will not provide investment advice as defined under ERISA and the Code, and accompanying
   regulations. The client further understands and acknowledges that any conversations with the financial services
   associates of MSI, or MSI’s affiliates, will not serve as the primary basis for the client’s investment decisions.


   IRS Circular 230 Notice: The information contained in an MSI financial plan is not intended to (and cannot) be used
   by anyone to avoid IRS penalties. An MSI financial plan may support the promotion and marketing of insurance and/or
   financial products. You should seek tax advice based on your particular circumstances from an independent tax advisor.

V. Wealth Management Solutions Client Website Terms of Use
This section is provided for your reference only. The current version of this Terms of Use is available on, and will govern
your use of, the Client Website.       All references in this Document to the Client Website apply only when a Wealth
Management Solutions Financial Plan is contracted. Please be aware of the following information with regard to specific
features available through the Client Website:

   A. Securities and Investment Strategies
   The Client Website may contain information about specific securities and investment strategies, including research
   reports and market commentary prepared by the Providers. None of this information is personalized, and the availability
   of this information does not constitute a recommendation or investment advice to the client regarding any particular
   security or investment strategy discussed therein.

   B. eVault Feature
   The Client Website contains an “eVault” feature that allows clients to electronically store images of financial-related and
   other documents. This feature is provided solely as a convenience to the client under arrangements with the Providers.
   The electronic images of any documents stored in the eVault are not intended to replace the client’s documents, and
   clients should continue to retain all documents stored in the eVault in their original form. The client understands that
   MSI or the Providers may, from time to time, unilaterally impose limits on the number or size of electronic documents
   that may be stored through the eVault feature. Each client is currently permitted to store up to 10 mega bytes of
   information on the Client Website. If this limit is exceeded, MSI reserves the right to charge an annual fee of up to $5
   per each additional mega byte.
   Neither MSI nor the Providers represent or warrant that the Client Website or the eVault feature will always be available,
   that access will be uninterrupted or that there will be no delays, failures, errors or loss of information, including
   information stored in the eVault. The client agrees that any electronic images of documents stored through the eVault
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& Services and Fee Agreement


   feature are stored at the client’s sole risk and responsibility. The eVault feature is not a substitute for the client’s careful
   original record storage and is provided for the client only as a convenience to gain easy access to images of documents.
   Upon termination of the client’s access to the Client Website, MSI, the planner and the Providers will have no obligation
   to maintain the electronic images of documents stored in the eVault on the client’s behalf or to forward any of this data
   to the client or to any third party.
   With respect to images of legal or tax documents stored through the eVault feature, the client should consult with the
   client’s personal attorneys or accountants, as applicable, regarding the contents of these documents. MSI, the planner
   and Providers (or any of their affiliates, agents, registered representatives, or employees) do not provide legal, tax, or
   accounting advice.
   C. Account Aggregation Service
   Electronic account aggregation services, or “Connections” as referred to in the Client Website, for products not offered
   through MSI or one of its affiliates are provided for the client’s convenience under an arrangement that eMoney has with
   its service provider, CashEdge, which is responsible for electronic account aggregation services but is not involved in the
   products and financial services offered through MSI. As an additional service to the client, MSI may automatically offer
   electronic account aggregation services through MetLife’s Investment Tracker® system for most of the products that the
   client may have purchased from MSI or one of its affiliates. If the client does not want the automatic Investment
   Tracker® electronic account aggregation service, they should inform the planner.
   The client may sign up for the CashEdge account aggregation service through the Client Website. The client will provide
   CashEdge with account registration information (generally a user name and PIN or password) for accounts owned at
   various financial institutions that allow clients to access their account information by these means. CashEdge will access
   the information relating to accounts held at various institutions on the client’s behalf and provide the values on the
   client’s Website. Information for any account is as of the most recent successfully completed refresh available for that
   account and may not be accurate. Neither MSI nor the planner will verify this data and are not responsible for the
   accuracy of this information, including valuation information.
   The information made available through the Client Website is not an official account statement. Clients should not rely
   on this aggregated account information when making financial decisions, but should refer directly to the financial
   institution at which the accounts are held, in order to obtain the most accurate and up to date information. The
   Providers are solely responsible for the services they provide and may have their own privacy and data security policies
   as well as their own terms of use (collectively “Provider Access Policies”) that users are required to review prior to using
   their services. By using the Providers’ services on, or accessed through, the Client Website, clients acknowledge that
   they have reviewed the Provider Access Policies, if any, and represent that they understand and agree to abide by the
   Provider Access Policies. Although MSI believes that the services offered by the Providers are commercially acceptable,
   MSI does not warrant or guarantee the Providers’ services in any way whatsoever. Clients have the option to decline the
   use of the Client Website or any services or features available therein.
   Please note that data from some financial service firms will not translate electronically through the CashEdge system,
   and the planner, or the planner’s employees (“Office Personnel”) may, but are not obligated to, make manual entries of
   the client’s specific account information on the client’s behalf into the Client Website for purposes of providing the client
   with the convenience of accessing that account information through the Client Website. Upon receipt of supporting
   documentation, planners or Office Personnel may undertake to manually enter a client’s account information, and the
   supporting documentation will then be scanned into the eVault for the client’s review. Clients should check their records
   carefully when supplying information to the planner for manual account aggregation purposes. MSI will not verify and is
   not responsible for the accuracy of this information (in particular, valuations and the ability to sell such assets or obtain
   the stated values on sale.)
   MSI, MSI planners, and Office Personnel cannot guarantee the accuracy of any data manually entered into the Client
   Website. Accordingly, MSI, planners and Office Personnel are not responsible or liable for any errors or delays related to
   any manually entered account information, updates or any information or actions the client takes in reliance on any
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& Services and Fee Agreement


   account aggregation services, or for damages or costs arising out of or in connection with the client’s use of these
   services. Clients understand that they are responsible for verifying all manually entered account information entered on
   their behalf on the Client Website against the original document. Any errors discovered by the client should be reported
   to the planner within 5 business days of any manually entered account information becoming available on the Client
   Website, or the client consents and accepts that all manually entered account information as accurate and planner may
   rely on all manually entered account information on the Client Website to provide client with the services referenced in
   this Disclosure Statement.

   D. Access to the Client Website
   The Client Website is provided for the client’s personal use only. Unless specifically authorized by MSI in writing, the
   Client Website may only be used by clients who reside in the United States. Access to the Website will be granted to a
   client once the Agreement has been signed and at least 50% of the fee has been remitted. The client will be provided
   with a Client Website username and a password (“Login Information”) once access is approved. Clients may not access
   the Client Website either at a location where its access is prohibited by local laws, or in a foreign jurisdiction.
   Wealth Management Solutions is a web-based application that is available via the Internet. The client is responsible for
   having any necessary hardware, software or other technology needed to access the Client Website, including a printer or
   other device to download and save any information that the client may wish to retain. MSI, MSI planners, and the
   Providers will not be responsible for any results of the client’s failure to possess technology adequate to use the Client
   Website to the client’s satisfaction. The client further agrees that the client will be responsible for all expenses (such as
   online service provider and telephone charges) that may be incurred as a result of using the Client Website.

   E. Use of Client Website Information
   With the exception of information the client owns and provides for storage in the eVault, the client is permitted to store,
   display, analyze, modify, reformat and print the information made available via the Client Website only for the client’s
   own use. The client agrees not to publish, transmit or otherwise reproduce this information, in whole or in part, in any
   format to any third party, unless required by law or regulation, without MSI’s prior written consent. The client further
   agrees not to alter, obscure or remove any copyright, trademark or any other notices provided in connection with the
   information.
   MSI reserves the right, at any time, and from time to time, to add, modify or remove any of the information or features
   made available through the Client Website without prior notice to the client. The terms that govern your use of the
   Client Website are not intended and will not transfer or grant any rights in or to the information other than those that
   are specifically described herein, and all rights not expressly granted herein are reserved by MSI or the Providers from
   whom MSI obtained the information.

   F. Termination of Access to the Client Website
   The client’s access to the Client Website may terminate because of one of the following reasons: (a) Contractual
   obligations or changes between MSI and the Providers, (b) when the client terminates the Agreement or Website
   Agreement, (c) if the client fails to timely remit payment for any fees charged under the Agreement, or (d) at the client’s
   or planner’s discretion at any time. The client will generally be provided with access to the Client Website for at least 12
   months from the date on which the Agreement was signed, unless one of the foregoing conditions for termination
   occurs.
   MSI reserves the right in our sole discretion to terminate or suspend the client’s access to the Client Website or any
   portion of it, without notice, for any reason. Usually, MSI will provide thirty (30) days notice of any terminations to the
   Client Website.
   If the client terminates the Agreement, the client may instead choose to contract for access to a separate non-
   investment advisory website (“Client Service Tool”), in which case no financial plan is delivered and no investment
   advisory reports or forward-looking data appear on the Client Service Tool. Access to the Client Service Tool will require
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& Services and Fee Agreement


   the execution of a separate agreement, which details the terms and conditions for using that particular website. If the
   client terminates the Agreement and opts not to contract for the Client Service Tool, access to any of the Provider
   services through the Client Website will be terminated immediately.
   G. No Reliance on Prices or Values Appearing on the Client Website
   Unless otherwise stated in writing, price quotes for securities made available to the client through the Client Website are
   indicative or for informational purposes only. Quotes might not reflect the actual prices that would be available in the
   market at the time that the client may want to purchase or sell a particular security or financial instrument. The client
   agrees that MSI or the Providers may obtain or derive values from third party pricing services. MSI and the Providers do
   not verify the values obtained from these pricing services and, therefore, cannot guarantee that they are accurate.
   H. Client Website Security and Confidentiality
   The client agrees to take all necessary actions to preserve the confidentiality of the Client Website Login Information
   assigned, in order to prevent others from using Login Information. The client agrees to notify MSI immediately if the
   client knows or suspects that the confidentiality of Login Information has been compromised. Notwithstanding the
   Privacy Notice attached hereto, the client understands that certain Office Personnel, including the planner(s), will have
   access to all of the information stored in or made available through the Client Website, including personally identifiable
   information, in order to process any information that the client has provided, to process transactions and instructions, or
   to service client account(s) or relationship(s) with MSI under the Agreement. The client consents to MSI’s disclosing the
   client’s information to the planner(s) and Office Personnel who have a valid business reason to access client information
   on the Client Website in order to fulfill MSI’s and the planner’s obligations hereunder.
   MSI and the Providers will each take the necessary security precautions that each believes are commercially reasonable
   to protect the confidentiality of information that each makes available to the client over the Internet. The client
   acknowledges, however, that the Internet is not a secure network and that MSI and the Providers specifically disclaim all
   liability for interception or access of communications transmitted over the Internet by unauthorized or unintended third
   parties. Due to security risks, clients should not send any personal information, such as account numbers, Passwords or
   social security numbers via Internet e-mail.
   I. Client’s Representations and Warranties, and Indemnification Governing the Use of the Website
   The client represents and warrants that: (i) the client will not use the Client Website in violation of the terms set forth
   herein and any applicable rules and regulations; (ii) the client will use the services made available through the Client
   Website only for the client’s own benefit and not on behalf of any other party; (iii) the client represents that the client
   has all legal rights and authority to access, use, and/or copy information that the client will either access via the Client
   Website or store in the eVault feature of the Client Website; (iv) with the exception of web browser software and other
   applications approved by MSI, the client agrees not to use (or allow another person to use) any software, program,
   application, aggregation service or other device, directly or indirectly, to access or obtain information through the Client
   Website or to automate the process of accessing or obtaining such information; and (v) any information that the client
   provides to MSI, planners and Office Personnel is and will be accurate and complete. Additionally, by using the eVault,
   the client understands and represents that the client will not place any inappropriate materials, as reasonably determined
   solely by MSI, in the eVault. All inappropriate materials will be removed by MSI without liability to MSI and without prior
   notice to the client. The client agrees to indemnify, defend and hold MSI, the Providers, planners, Office Personnel, and
   MSI affiliates and each of their respective officers, directors, employees and agents harmless, from and against any and
   all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees),
   arising out of or in any way related to the client’s violation of the terms set forth herein or the rights of any Provider or
   other third party. This indemnification provision will survive the termination of the Agreement and Website Agreement.
   J. No Warranties and Limitation of Liability Governing the Use of the Client Website
   THE CLIENT WEBSITE AND ANY INFORMATION, PRODUCTS AND SERVICES OBTAINED THROUGH THE WEBSITE ARE
   PROVIDED “AS IS” AND MSI AND THE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES EXPRESS OR


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   IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
   PARTICULAR PURPOSE AND NON-INFRINGEMENT.
   THE CLIENT AGREES THAT MSI AND THE PROVIDERS WILL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE: (A)
   FOR ANY DECISION MADE OR ACTION TAKEN BY THE CLIENT IN RELIANCE ON THE CLIENT WEBSITE OR ANY
   INFORMATION, PRODUCTS AND SERVICES OBTAINED THROUGH THE CLIENT WEBSITE; (B) FOR THE ACCURACY,
   COMPLETENESS, QUALITY, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE WEBSITE AND ITS
   CONTENTS, INCLUDING HYPERLINKS; (C) FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
   THAT MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF THE CLIENT’S USE OR ATTEMPTED USE OF THE CLIENT
   WEBSITE EVEN IF MSI OR ONE OF THE PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (D)
   FOR ANY FAILURE TO INFORM THE CLIENT OF DIFFICULTIES (INCLUDING SYSTEMS DELAYS) EXPERIENCED BY MSI
   OR ANY OF THE PROVIDERS WITH RESPECT TO THE USE OF THE CLIENT WEBSITE; (E) TO VERIFY, CORRECT,
   COMPLETE OR UPDATE ANY INFORMATION MADE AVAILABLE VIA THE CLIENT WEBSITE; (F) FOR THE FAILURE OF
   ANY CONNECTION TO THE CLIENT WEBSITE TO PROVIDE OR MAINTAIN THE CLIENT’S ACCESS TO THE CLIENT
   WEBSITE, OR FOR ANY INTERRUPTION OR DISRUPTION OF SUCH ACCESS, FOR ANY DELAYS, FAILURES, ERRORS,
   LOSS OF INFORMATION (INCLUDING INFORMATION STORED VIA THE EVAULT FEATURE) OR ANY ERRONEOUS
   COMMUNICATIONS BETWEEN EITHER MSI OR THE PROVIDERS AND THE CLIENT, REGARDLESS OF WHETHER THE
   CONNECTION OR COMMUNICATION SERVICE IS PROVIDED BY MSI OR ONE OF THE PROVIDERS; OR (G) FOR ANY
   CONDITIONS BEYOND MSI’S OR THE PROVIDER’S CONTROL.
   THE CLIENT FURTHER AGREES THAT THE TOTAL CUMULATIVE LIABILITY OF MSI OR THE PROVIDERS ARISING OUT
   OF OR IN ANY WAY RELATED TO THE WEBSITE OR THE INFORMATION, PRODUCTS AND SERVICES OBTAINED
   THROUGH THE CLIENT WEBSITE WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO MSI WITHIN THE PRIOR
   TWELVE (12) MONTH PERIOD FOR THE FINANCIAL PLANNING SERVICES UNDER THE AGREEMENT.




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                    MSI Fee-Based Financial Planning Services and Fee Agreement

I. In General
This Fee-Based Financial Planning Services and Fee Agreement (the “Agreement”) specifies the terms and conditions under
which MetLife Securities, Inc. (“MSI”) will provide Fee-Based Financial Planning Services to you, (the ”client” or “you”), as
such services are described in the preceding MSI Financial Planning Disclosure Statement (the “Disclosure Statement”).
You acknowledge you have read, understand, and agree to be bound to the terms of this Agreement, as well as those of the
Disclosure Statement, which are incorporated by reference into this Agreement.

    A. Right of Assignment
    MSI may not assign this Agreement without your written consent. You may not assign this Agreement.

    B. Entire Agreement; Amendments
    This Agreement constitutes the entire agreement between you and MSI. It may be amended only by a written
    agreement signed by you and MSI. If any provision of this agreement is found to be in conflict with any applicable law,
    rule, or regulation, that provision will be enforced to the maximum extent allowable or made to conform. However, the
    remainder of this agreement will remain in full force and effect.

    C. Notices
    All notices under this Agreement shall be in writing.

    D. Limitation on Liability
    MSI will perform the services described in this Agreement in good faith and in accordance with applicable law. MSI will
    seek both to perform its services under this Agreement in a professional and timely manner and to correct any errors
    clients call to MSI’s attention. However, except for gross negligence, willful malfeasance, or bad faith, neither MSI nor
    any affiliate will be held liable for any action performed or omitted, or for errors of judgment made within the scope of
    the performance of such services. MSI is not responsible, however, for errors resulting from incomplete or inaccurate
    data you provide to MSI or the planner, or for any indirect, special, punitive, or consequential damages resulting from
    the implementation of the client’s plan. You understand that all investments, including insurance products, involve risk
    (the amount of which may vary significantly), that performance can never be predicted or guaranteed, and that the
    value of your portfolios and investments will fluctuate due to market conditions and other factors.
    Federal and state securities laws impose liabilities under certain circumstances on persons even when they act in good
    faith, and nothing contained in this Agreement shall constitute a waiver or limitation of rights that the client may have
    under federal or state securities laws.

    E. Governing law
    This Agreement shall be governed and construed in accordance with the laws of the State of New York, except with
    respect to conflict of laws provisions. This includes any laws that govern the statute of limitation for any claims that may
    be brought under, or any controversies that may arise from, or in connection with, this Agreement. This section shall
    survive the termination of this Agreement.

    F. Consent to Jurisdiction and Forum Selection
    You and MSI submit to the jurisdiction of any state or federal court sitting in New York, NY, in any action or proceeding
    arising out of or in relation to this Agreement, and agree that all claims in respect of the action or proceeding may be
    heard and determined in any such court. You and MSI also agree not to bring any action or proceeding arising out or in
    relation to this agreement in any other court. You and MSI waive any defense of inconvenient forum to the maintenance
    of any action or proceeding so brought and waive any bond, surety, or other security that might be required of any other
                                                                16
                                                         Client Copy
                                    MetLife Securities, Inc., 200 Park Avenue, New York, NY 10166
                                                                                                    L03085479[exp0310][All States]
MSI Fee-Based Financial Planning Disclosure Statement
& Services and Fee Agreement


   Party with respect thereto. You and MSI agree that a final judgment in any action or proceeding so brought shall be
   conclusive and may be enforced by suit on the judgment or in any other manner provided by law or in equity.

   G. Termination of this Agreement
   This Agreement will terminate upon cancellation of the services contracted for as outlined in Section II.D (Cancellation of
   a Plan) or upon delivery of the final plan to you as described in Section II.A.3 (Process). In the event of termination, the
   following sections of the agreement shall survive and remain in full force and effect: Section I.D of the Agreement
   (Limitation on Liability) and Section I.F of the Agreement (Consent to Jurisdiction and Forum Selection).




                                                               17
                                                        Client Copy
                                   MetLife Securities, Inc., 200 Park Avenue, New York, NY 10166
                                                                                                   L03085479[exp0310][All States]
MSI Fee-Based Financial Planning Disclosure Statement
& Services and Fee Agreement


                                                MSI Financial Planning Privacy Notice
This Privacy Notice is given to you on behalf of MetLife Securities, Inc

This Privacy Notice Tells You:
•   Why and how we gather information about you
•   How we protect what we know about you
•   How we use and disclose your information
•   What your rights are

Why We Need Information: We need to know about you so that we can provide the insurance and other products and services you’ve
requested. We may also need it to administer your business with us, evaluate claims, process transactions and run our business. And we
need information from you and others to help us verify identities in order to help prevent money laundering and terrorism.

What we need to know includes address, age and other basic information. We may also need more information. This may include
information about finances, employment or business conducted with us, with other MetLife companies (our “affiliates”) or with other
companies. Our affiliates currently include life, car and home insurers, securities firms, other broker-dealers, a bank, a legal plans company
and financial advisors.

How We Get Information: What we know about you we get mostly from you. But we may also have to find out more from other sources to
make sure that what we know is correct and complete. Those sources may include adult relatives, employers, consumer reporting agencies and
others. Some sources may give us reports and may disclose what they know to others.
How We Protect Information: Because you entrust us with your personal information, we treat what we know about you confidentially.
Our employees are told to take care in handling your information. They may get information about you only when there is a good reason to
do so. We also take steps to make our computer databases secure and to safeguard the information we have.

How We Use and Disclose Information: We may use what we know to help us serve you better. We may use it, and disclose it to our
affiliates and others, for any purpose allowed by law. Generally, we will disclose only the information we consider reasonably necessary to
disclose. For instance, we may use your information, and disclose it to others, in order to:

•   Help us evaluate your request for a product or service              •   Help us comply with the law
•   Help us process claims and other transactions                       •   Help us run our business
•   Confirm or correct what we know about you                           •   Process information for us
•   Help us prevent fraud, money laundering, terrorism and other        •   Perform research for us
    crimes by verifying what we know about you                          •   Audit our business

When we disclose information to others to perform business services for us, they are required to take appropriate steps to protect this
information. And they may use the information only for the purposes of performing those business services. Other reasons we may disclose
what we know about you include:
•    Doing what a court or government agency requires us to do; for example, complying with a search warrant or subpoena;
•    Telling another company what we know about you, if we are or may be selling all or any part of our business or merging with another
     company;
•    Giving information to the government so that it can decide whether you may get benefits that it will have to pay for;
•    Giving your information to someone who has a legal interest in your assets, such as someone who lent you money and holds a lien on
     your assets.

How we use and disclose information depends on the products and services you have with us or are covered under. It also depends on
laws that apply to those products and services. Unless restricted by law, we may use what we know about you to offer you our other
products and services. We may share your information with other companies to help us. Here are our other rules on using your information
to market products and services:


                                                                     18
                                                              Client Copy
                                        MetLife Securities, Inc., 200 Park Avenue, New York, NY 10166
                                                                                                               L03085479[exp0310][All States]
MSI Fee-Based Financial Planning Disclosure Statement
& Services and Fee Agreement


•   We will not share information about you with any of our affiliates for use in marketing its products to you, unless we first notify you.
    You will then have an opportunity to tell us not to share your information by “opting out.”
•   Before we share what we know about you with another financial services company to offer you products or services through a joint
    marketing arrangement, we will let you “opt-out.”
•   We will not disclose information to unaffiliated companies for use in selling their products to you, except through such joint marketing
    arrangements.

How You Can See and Correct Your Information: Generally, we will let you review what we know about you if you ask us in writing.
(Because of its legal sensitivity, we will not show you anything that we learned in connection with a claim or lawsuit.) If you tell us that
what we know about you is incorrect, we will review it. If we agree with you, we will correct our records. If we do not agree with you, you
may tell us in writing, and we will include your statement if we give this information to anyone outside MetLife.
You Can Get Other Material from Us: In addition to any other privacy notice we may give you, we must give you a summary of our
privacy policy once each year. You may have other rights under the law. If you want to know more about our privacy policy, please visit
our website, www.metlife.com, or write to your MetLife company, c/o MetLife Privacy Office - Inst, P.O. Box 489, Warwick, RI 02887-9954.
When writing to us, please identify the specific product or service you have with us.




                                                                    19
                                                             Client Copy
                                        MetLife Securities, Inc., 200 Park Avenue, New York, NY 10166
                                                                                                              L03085479[exp0310][All States]
                                                                                                                   On-line plan #
                                                                                                                   ________________________



          MSI Fee-Based Financial Planning Services and Fee Agreement
CLIENT INFORMATION SECTION:
Client Name:                                                                 DOB:                              SSN or Tax                         -               -
                                                                                      mm/dd/yy                 Payer ID:
                                                                                                               (Required)

Street:                                                                                City:                                     State/Zip:

Bus. Phone:            (          )                                                    Home Phone:             (         )


Client #2                                                                    DOB:                              SSN or Tax                         -               -
Name:                                                                                mm/dd/yy                  Payer ID:
                                                                                                               (Required)

Street:                                                                                City:                                     State/Zip:

Bus. Phone:            (          )                                                    Home Phone:             (         )

CLIENT PROFILE SECTION:
Net Worth (Assets less Liabilities): $_______________                                               Estimated Years Until Desired Retirement: ____________

PLAN INFORMATION SECTION:                                                                                                    Is this an Update Plan? □ Yes □ No
□ ProAdvice Asset Allocation™                                  □ProAdvice Master® Plan                                        Wealth Management Solutions
□ ProAdvice Signature®                                         □ProAdvice Master® Situational Plan                            □ Master Plan
                                                                 □ Retirement                                                 □ Master Situational Plan
□ ProAdvice Select®
                                                                 □ Investment                                                    □ Retirement
□ ProAdvice Select® Situational                                  □ Estate                                                        □ Investment
                                                                 □ Business Continuity                                           □ Estate
  □ Retirement
                                                                 □ Employee Benefits                                             □ Business Continuity
  □ Investment
                                                                 □ Other Goal Planning – define                                  □ Employee Benefits
  □ Retirement Distribution Planning*
                                                                   below                                                         □ Other Goal Planning – define below
  □ Estate
                                                                   ___________________                                        _________________________
  □ Other Goal Planning – define below
                                                                   HOURLY BILLING AVAILABLE                                   HOURLY BILLING NOT AVAILABLE
    ____________________
    HOURLY BILLING AVAILABLE
*The Retirement Distribution Plan is available only as a stand-alone situational plan and may not be combined with other situational modules.

BILLING SECTION:
    Flat Fees                                                                             Hourly Fees
      1                                                                                   Payment in full must be remitted upon delivery of plan.
Fee                                            _________________
                                      2                                                   Hourly Billing Rate                                         _______________
Less Group Discount (20%)                     _________________
                                                                                          Estimated Total Hours to Completion:                        _______________
Amount Paid (generally 50%)                   _________________
                                                                                                                     1
                                                                                          Total Estimated Fee                                         _______________
Balance Due                                    _________________
                                                                                          Less Group Discount (20%)2                                  _______________
                                                                                                           3
                                                                                          Amount Paid                                                 _______________
                                                                                          Balance Due                                                 _______________
1If fee is $10,000 or over submit a completed Elements of Complexity Form.
2Group Discounts of 20% are only available for groups of 10 or more individuals whose employer has signed a Confirmation of Services Agreement.
3If optional deposit for Hourly Fees is collected, it must be at least $100.

This Agreement between you and MSI is effective when you sign this Agreement. By signing below, you acknowledge
receiving a copy of the Financial Planning Privacy Notice. Furthermore, you agree to pay in full any Flat Fee or Hourly Fee
balance due noted above upon delivery of your financial plan. Checks should be made payable to MetLife Securities, Inc. (MSI).
Client #1:                                                                                                               Date:                         mm/dd/yy
Signature

Client #2 :                                                                                                              Date:                         mm/dd/yy
Signature

                                                                                         20
                                                                       Client & Corporate Copy
          Mail original fee agreement to Enterprise Financial Planning Operations, 485-E Rte 1 South, 4th Floor Iselin, NJ 08830
                                MetLife Securities, Inc. 200 Park Ave., New York, NY 10166           L03085479[exp0310][ALL STATES]
         MSI Fee-Based Financial Planning Services and Fee Agreement

CORPORATE PAYMENT SECTION:
If Corporation is paying for an individual employee plan (listed as client in Client Information Section), please complete the following section.
A separate fee agreement must be submitted for each PLAN contracted. Individual client name(s) must be entered in Client Information
Section (on previous page).

Corporation/Company Name:                                                                       Tax ID: (Required)              -        -

Officer of Corp./Co. Name:                                                        Officer Signature:

Address:                                                                          City:                              State/Zip:

Bus. Telephone: (           )                                                     Bus. Fax: (        )




CREDIT CARD PAYMENT:
This section must be completed if the client chooses to pay for financial planning services by CREDIT CARD:
Select type of          CARD NUMBER:                          CODE NUMBER:                      Expiration Date:
Credit Card:
        Visa
        Master Card                                                                             Month/Year

Name (as it appears on credit card) PLEASE PRINT CLEARLY:
______________________________________________________________

Billing Address (if different from listed address):
Street:

City:                                                                                 State:                             Zip:

Amount Charged (required )
                                                                                      Date:
                                                                                                   mm/dd/yy

Representing:

________Initial deposit of 50 % of the total fee   Final payment of _____ % of the total fee        ________Total Fee


I understand that my credit card will be charged for the amount noted above when my financial planner submits this form, along with any
other required documents, for processing. In the event that the credit card company listed above does not authorize this charge, I agree
to provide an alternate means of payment immediately upon request from my financial planner or MSI. I further understand that MetLife
Securities, Inc.’s responsibility is limited to the processing of fees associated with my financial plan and that my credit card information
will not be used for any other purpose.

Client Signature:                                                                                         Date:          mm/dd/yy




                                                                            21
                                                                  Corporate Copy
         Mail original fee agreement to Enterprise Financial Planning Operations485-E Rte 1 South, 4th Floor Iselin, NJ 08830
                                   MetLife Securities, Inc.200 Park Ave., New York, NY 10166
                                                                                                                        L03085479[exp0310][All States]
       MSI Fee-Based Financial Planning Services and Fee Agreement
PLANNER INFORMATION SECTION:
Planner #1 Name (PLEASE PRINT):                                                                                  If split plan, indicate

Agency #:                                                                   DAI                                  Plan Count*: ________

Planner Signature:                                                                                               Plan Fee %**: ________

                          Authorized Representative of MetLife Securities, Inc.
     *Combined plan count for all ProAdvice Asset Allocation and Signature plans only for all planners must equal one.
     ** Generally multiples of 5. Sum must equal 100%.
 Planner #1 is the lead planner on this case. List all additional planners and finder(s) (if applicable) below.
Planner #2 Name (PLEASE PRINT):                                                                                  If split plan, indicate

Agency #:                                                                   DAI                                  Plan Count*: ________

Planner Signature:                                                                                               Plan Fee %**:________

                          Authorized Representative of MetLife Securities, Inc.
     *Combined plan count for all ProAdvice Asset Allocation and Signature plans only for all planners must equal one.
     ** Generally multiples of 5. Sum must equal 100%.
Planner #3 Name (PLEASE PRINT):                                                                                  If split plan, indicate

Agency #:                                                                  DAI                                   Plan Count*: ________

Planner Signature:                                                                                               Plan Fee %**: ________

                          Authorized Representative of MetLife Securities, Inc.
     *Combined plan count for all ProAdvice Asset Allocation and Signature plans only for all planners must equal one.
     ** Generally multiples of 5. Sum must equal 100%.
Planner #4 Name (PLEASE PRINT):                                                                                  If split plan, indicate

Agency #:                                                                  DAI                                   Plan Count*: ________

Planner Signature:                                                                                               Plan Fee %**: ________

                          Authorized Representative of MetLife Securities, Inc.
     *Combined plan count for all ProAdvice Asset Allocation and Signature plans only for all planners must equal one.
     ** Generally multiples of 5. Sum must equal 100%.
If any compensation from plan is paid to an Associated Finder, the following section must be completed:
Finder Name #1 (If applicable):                                                              Finder Signature:

Plan Fee % (cannot exceed 50% without                                                       DAI
approval from Enterprise Financial Planning):


Finder Name #2 (If applicable):                                                              Finder Signature:

Plan Fee % (cannot exceed 50% without                                                       DAI
approval from Enterprise Financial Planning %):


Finder Name #3 (If applicable):                                                              Finder Signature:

Plan Fee % (cannot exceed 50% without                                                       DAI
approval from Enterprise Financial Planning):


Finder Name #4 (If applicable):                                                              Finder Signature:

Plan Fee % (cannot exceed 50% without                                                       DAI
approval from Enterprise Financial Planning):

                                                                           22
                                                            Client & Corporate Copy
      Mail original fee agreement to Enterprise Financial Planning Operations, 485-E Rte 1 South, 4th Floor Iselin, NJ 08830
                    MetLife Securities, Inc. 200 Park Ave., New York, NY 10166           L03085479[exp0310][ALL STATES]
       MSI Fee-Based Financial Planning Services and Fee Agreement

GROUP DISCOUNTS:
MetLife Advice Client? Yes ______     No ______                       If not a MetLife Advice Client, confirm authorization was obtained from the MLA
                                                                      Resource Center below.
Employer/Group Name:
                                                                      MLA Resource Center Authorization: Yes______      No_______
(PLEASE PRINT)

Is Group Discount being applied? Yes ______          No ______        If so, has the COS form been submitted?   Yes ______     No ______



SOFTWARE SECTION: Choose one
ProAdvice Asset AllocationTM (authorized planners only)                       ProAdvice Master® or ProAdvice Master® Situational
□ SunGard                                                                     □ Profiles
□ NaviPlan                                                                    □ NaviPlan
                                                                              □ eMoney
ProAdvice Signature®                                                          Wealth Management Solutions (authorized planners only)
□ NaviPlan                                                                    □ eMoney
ProAdvice Select® or ProAdvice Select® Situational
□ Profiles
□ NaviPlan



retirewise® SECTION:
retirewise® (RSG) Client? Yes ______      No ______                   Employer/Group Name:


                                                                      (PLEASE PRINT)



MANAGEMENT APPROVAL SECTION
By signing below, the Managing Director or designee (e.g., FPS) acknowledges that he/she has reviewed this
Agreement for appropriateness of the fee charged and the level of planning services being provided, as well as verifying
that any Finder is properly licensed (IAR) and if the client is an agent, representative, or employee of MetLife or any of
its affiliates. If the FPS is acting as a planner for his/her own client, the Managing Director must approve and sign
below.

Please confirm the following:

Client is an agent, representative, or employee of MetLife of any affiliate? Yes ______   No ______




Managing Director or Designee Name (PLEASE PRINT):                                                                Agency #:


Managing Director or Designee Signature:                                                                          Date:           mm/dd/yy

                                                                      (REQUIRED)




                                                                            23

                                                                  Corporate Copy
       Mail original fee agreement to Enterprise Financial Planning Operations485-E Rte 1 South, 4th Floor Iselin, NJ 08830
                                 MetLife Securities, Inc.200 Park Ave., New York, NY 10166
                                                                                                                       L03085479[exp0310][All States]

								
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